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Closing mechanisms in M&A transactions

How the completion mechanism sets the final price in an M&A deal: completion accounts against the locked box, price adjustments and the pitfalls.

Webinar · Recording · Presented by Najla Belkhoja and Hong Chuan Goh · 2 April 2025

M&A closing mechanisms webinar slides

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How the completion mechanism sets the price

Every mergers and acquisitions (M&A) transaction reflects the objectives and constraints of the parties involved, so deal structuring matters. One of the most important structuring choices is the completion mechanism, which determines the final acquisition price.

The two most common mechanisms are completion accounts and the locked box. This recorded webinar explains how each works and how it affects the outcome of the deal.

What you will learn

  • The closing mechanisms used in M&A, what each is for and the pros and cons of each
  • The main components: net working capital and net debt adjustments, earn-outs and escrow
  • How these mechanisms affect the financial terms of a sale and purchase agreement (SPA)
  • Good practice for structuring a closing mechanism, and the common pitfalls

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